Steven Altschuler
WW INTERNATIONALAbout Steven M. Altschuler, M.D.
Independent director (Class III) of WW International since September 2012; age 71. Background spans health system leadership (CEO of The Children’s Hospital of Philadelphia and University of Miami Health System) and healthcare investing/biotech governance; MD and BA in Mathematics from Case Western Reserve University . He is a member of the Compensation Committee (chair: Julie Bornstein), which met six times in fiscal 2024; the Board affirmed his independence under Nasdaq rules . WW’s Board held nine meetings in fiscal 2024, and each incumbent director attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Children’s Hospital of Philadelphia (CHOP) | Chief Executive Officer | Apr 2000 – Jun 2015 | Led pediatric academic medical center; prior roles included Physician‑in‑Chief/Chair of Pediatrics and Chief, Gastroenterology |
| University of Miami Health System | Chief Executive Officer; EVP for Healthcare (University of Miami) | Jan 2016 – Sep 2017 | System CEO and university EVP for healthcare |
| University of Miami Health System | Consultant | Sep 2017 – Dec 2017 | Advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ziff Capital Partners | Managing Director, Healthcare Ventures | Since May 2018 | Private investment firm |
| Corner Therapeutics, Inc. | Chief Executive Officer and Chair | Since Sep 2020 | Private immunotherapy company |
| 89bio, Inc. | Chairman, Board of Directors | Current | Public company board chair |
| Lexeo Therapeutics, Inc. | Chairman, Board of Directors | Current | Public company board chair |
| Adtalem Global Education Inc. | Director | Prior | Former public company directorship |
| Orchard Therapeutics plc | Director | Prior | Former public company directorship |
Board Governance
- Committee assignments: Compensation Committee member (with Julie Bornstein as Chair); NCG Committee membership comprises Brown and Semmelbauer, Audit Committee comprises Brown, Kelly (Chair), and Semmelbauer .
- Independence: Board determined Dr. Altschuler and a majority of directors are independent under Nasdaq and WW guidelines .
- Attendance and engagement: Board met nine times in fiscal 2024; each incumbent director attended ≥75% of Board/committee meetings, and seven directors attended the 2024 annual meeting .
- Leadership structure: Separate Chair and CEO roles. Thilo Semmelbauer is non‑executive Chair since May 2023; independent directors hold executive sessions at least twice annually (presided in 2024 by Denis Kelly) .
Fixed Compensation
WW’s non‑employee director pay structure:
- Annual retainer: $225,000 (40% cash, 60% fully vested stock or DSUs), payable quarterly; Chair receives an additional $45,000 cash .
- Committee fees: Audit Committee member $10,000; Audit Chair +$12,500; Compensation and NCG members $6,000; each committee chair +$9,000 (all payable quarterly in cash) .
- Equity methodology for 2023–2024: Fixed grant conversion price of $9.13 used to determine quarterly shares/DSUs, replacing prior average‑price method; fractional shares paid in cash .
Director’s 2024 compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $96,022 |
| Stock Awards (fully vested Common Stock or DSUs) | $46,421 |
| Total | $142,443 |
Notes:
- Dr. Altschuler elected to defer all equity awards into fully vested DSUs under WW’s Director Deferred Compensation Program .
- Directors may defer equity; DSUs and dividends accrue in a bookkeeping account and are paid as shares/cash in a lump sum at the elected time or upon board departure/change in control .
Performance Compensation
Directors do not receive performance‑based pay; compensation is retainer/equity with committee fees and DSU election mechanics . As a Compensation Committee member, Dr. Altschuler oversaw the 2024 executive bonus program and its mid‑year amendments:
| Metric/Mechanic | Original 2024 Design | Amended July 2024 | Actual Outcome |
|---|---|---|---|
| Operating Income target | $100.0m target; rating scales from 0% if <85% to 200% if ≥181.33% achievement; gatekeepers on Subscription Revenues ($830m incl. $100m Clinical) and End of Period Subscribers (3.8m incl. 140k Clinical) for above‑target payouts | Subscription Revenue gate reset to $775.0m; ratings 0% if <85%, 40–99.9% if 85–99.99%, 100% at target; cap at 70% if revenue < $775m; removed Clinical gatekeepers; OI target unchanged | Reported OI was $(236.22)m; adjusted by $327.47m (impairments $315.03m; restructuring net $8.5m; CEO separation $3.9m) to adjusted OI $91.25m (91.25% of target); approved payout on OI metric: 65% |
Other Directorships & Interlocks
| Company | Relationship to WW | Potential Interlocks |
|---|---|---|
| 89bio, Inc.; Lexeo Therapeutics, Inc. | Unrelated biotech therapeutics companies | None disclosed with WW suppliers/customers; no related‑party transactions disclosed involving Dr. Altschuler |
Related‑party oversight:
- WW maintains a Related Person Transaction Policy with Audit Committee review; disclosure threshold $120,000; factors include fairness and independence considerations .
- 2024 related‑person disclosures centered on Oprah Winfrey’s strategic collaboration and donations; no transactions involving Dr. Altschuler were disclosed .
Expertise & Qualifications
- Senior physician‑executive experience leading major health systems and clinical organizations; deep knowledge of healthcare, nutrition and obesity, regulatory issues, and financial/operational management .
- Education: BA in Mathematics and MD from Case Western Reserve University .
- Oversight competencies: Executive compensation governance, incentive plan risk assessment (with FW Cook as independent consultant), clawback policy oversight .
Equity Ownership
Stock ownership alignment and restrictions:
- Stock ownership guideline: Non‑employee directors must hold WW equity valued at ≥$450,000; five years to comply; must retain 100% of quarterly grants and DSU vesting shares until met; transfer restrictions apply until board departure or until guideline met (subject to maintaining ≥$450,000 value post‑sale) .
- Hedging prohibition: Company policy bans hedging/short positions and derivatives in WW securities for directors/employees .
Holdings (as disclosed):
| Metric | As of Date | Amount |
|---|---|---|
| Fully vested DSUs held | Dec 28, 2024 | 36,790 |
| DSUs counted in beneficial ownership | Mar 10, 2025 | 40,486 (payable as Common Stock upon specified events) |
| Director equity‑comp shares subject to transfer restrictions | Mar 10, 2025 | 27,913 |
Governance Assessment
- Strengths: Independence affirmed; active committee role (Compensation) with six meetings in FY2024; Board attendance thresholds met; separate Chair/CEO structure; independent executive sessions; adoption of clawback policy and prohibition on hedging enhance alignment .
- Alignment: Election to defer all equity into DSUs; transfer restrictions on director equity and ownership guidelines promote long‑term alignment .
- Oversight signals: Compensation Committee adjusted bonus mechanics amid challenging conditions and applied objective adjustments to operating income; payout calibrated to 65% based on adjusted results .
- Watch items: Use of a fixed $9.13 equity conversion price for 2023–2024 director grants may reduce sensitivity to prevailing market prices; monitor guideline compliance given price volatility and transfer restrictions .
- Conflicts/RED FLAGS: No related‑party transactions disclosed involving Dr. Altschuler; no pledging/hedging permitted; no attendance concerns disclosed .